TERMS OF SERVICE

Last Updated: 16th August, 2019

1. INTRODUCTION

Welcome to Jeeon’s jeeonConnect Service, also referred to as “we”, “us”, “jeeonConnect” or “Jeeon”. We are an online B2B marketplace for retail pharmacies to replenish their stock and these are the Terms of Service governing your access and use of jeeonConnect mobile application along with any related call center, website(s), etc. (the “Service”). By using the Service, you accept these Terms of Service and represent that you agree to comply with these Terms of Service (the “User Agreement”). This User Agreement is deemed effective upon your use of the Service which signifies your acceptance of these terms. If you do not agree to be bound by this User Agreement please do not register with or use this Service. This Service is owned and operated by Jeeon Bangladesh Limited (Registration Number: C-127452/205) .

We reserve the right to make changes to the Service, its policies, these Terms of Service and any other publicly displayed condition or service promise at any time. Changes will be effective when posted on the Service. After any such change, we will inform you through the contact information you provide us or when you next log in to use the Service. Your continued use of the Service after being notified of the changes to our Terms of Service will automatically constitute your acceptance of those changes.

2. CONDITIONS OF USE

A. CREATING AN ACCOUNT

You accept that you are a government registered pharmacist with up-to-date Grade A, B, or C certification and are at least 18 years old when you download and sign up to use jeeconConnect (“Pharmacist(s)”, “you”) serving in a Licensed retail pharmacy, medicine or chemist shop with up-to-date credentials in Bangladesh as per all applicable laws (“Pharmacy” or “Pharmacies”). You are responsible to ensure that the details you provide us with are correct and complete at all times, and you must be able to produce relevant licenses and certifications whenever requested.

Since you are registering as a business entity, you represent that you have the authority to bind that entity (your employing Pharmacy) to this User Agreement and that you and the Pharmacy will comply with all applicable laws relating to procuring and selling medicines and healthcare products. When more than one person from your pharmacy registers as users of the service, you will each individually guarantee the above conditions are met, and will be held legally responsible for any misuse from your own account.

Any breach of these Terms of Service shall result in the immediate revocation of the license granted in this paragraph without notice to you.

When you create an account or use login credentials from another service to log in to jeeonConnect, you also agree to maintain the security of your password and accept all risks of unauthorized access to any data or other information you provide to the Service. Jeeon will take appropriate and reasonable data security precautions, but unfortunately cannot warrant against unauthorized access. If you discover or suspect any app security breaches, please let us know as soon as possible.

Please note that we reserve sole discretion to invalidate your login credentials (user ID and/or password) without prior notice and shall not be liable or responsible for any losses related to or caused by such invalidation.

Under the above conditions, we grant you a non-transferable, revocable and non-exclusive license to use the Service, in accordance with these Terms of Service.

B. PRIVACY

Please review our Privacy Policy , which also governs your visit to the Service. The personal information / data provided to us by you or your use of the Service will be treated as strictly confidential, in accordance with the Privacy Policy and applicable laws and regulations. If you object to your information being transferred or used in the manner specified in the Privacy Policy, please do not use the Service.

C. PURPOSE OF SERVICE

Our Service allows you to replenish or restock your Pharmacy by ordering and procuring government approved and lifesaving medicines, contraceptives and other high-quality health, hygiene and nutrition products directly from authentic manufacturers or an authorized distributor/dealer/supplier (“Seller(s)”), so that you may run your business efficiently and ensure availability of products for serving your customers and patients. In order to further safeguard quality, Jeeon does not work with manufacturers of low quality or counterfeit medicines, and only allow top-ranked and government endorsed companies on the platform.

Therefore, while we are just a platform for communication between Pharmacists and Sellers, our agreements with authentic and high quality Sellers attempts to ensure, within limitations of liability (see 2J. Disclaimer), that our Service will not supply any counterfeit or low quality products. If you suspect that a product you procured through jeeonConnect is of questionable quality, kindly inform us immediately through our call center or email at contact@jeeon.co.

Please note that Jeeon only allows authorized Pharmacists working in Pharmacies with a valid drug license to order products. In using the Service, you take full responsibility for the sales of prescription drugs or other sensitive health products to your customers, and hereby warrant that you have all required licenses and certifications, are able and willing to produce them upon request, and will follow all due procedures (e.g. keeping record of prescriptions) required by legal statutes and guidelines from relevant authorities.

If Jeeon finds you in contravention to any such laws or guidelines, or otherwise identifies any misuse or abuse of the Service that may harm patients, it retains full right to terminate and blacklist your account and prevent you from using the Service in the future. You also authorize us to provide declaration to any governmental authority on your behalf in case we suspect any misuse of products obtained through the Service.

D. ORDERING PRODUCTS

You will be required to provide a valid phone number in order to place an order with us. Each order may entail fees in data transfer (as charged by your mobile service provider) unless you are connected to a Wi-Fi network, whether through mobile data or, in case a working data connection is not available, through SMS.

In order to order from a particular Seller, you must also have a unique sales code or retailer ID assigned by the respective Seller. Without entering your relevant sales code(s) after you log in, you will not be able to order any products or medicines through our Service.

If you are unable to locate your sales code or Retailer ID for any Seller on the platform, kindly contact the sales representative or medical representative of the respective Seller or contact us directly through the help center button located in the app.

Since we are only a platform and do not and cannot control in any manner the delivery, payment, returns and other processes involved in the transaction, any transactions on the Service will be treated as a strictly bipartite contract between you and the Seller on our Service (See Section D(I-IV) below), which entitles you to a sales code/ID from that Seller on the first place. In cases where you make prepayments through electronic cards or mobile money accounts or access credit facilities on the products procured, the payment/credit processing happens between you and third party financial institutions, and therefore will be strictly a bi-partite contract between you and that financial/payments service provider.

Please read the conditions in this section carefully before placing an order for any products or medicines with the Sellers on the Service. By placing an order, you automatically signify your agreement to be bound by these conditions:

I. CONDITIONS OF SALE (BETWEEN YOU AND SELLER)

Your order is a legal offer to the seller to buy the product or service displayed on our Service, and is thereby governed by your pre-existing, strictly bipartite agreement with the Seller. All commercial/contractual terms (including but not limited to price, shipping costs, credit terms, payment methods, payment terms, date, period and mode of delivery, warranties, returns policy, etc.) are offered by and should be agreed to between you and the Sellers alone. Jeeon does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the you and the Sellers. We do not therefore have any obligations or liabilities in respect of such contract(s) entered into between you and the seller(s).

The Seller retains the right to cancel any order at its sole discretion prior to dispatch, and in such cases is responsible for informing you, through their sales representative or otherwise, of such cancellation. The Seller or the Service may also cancel an order wherein the quantities exceed the typical order size of a pharmacy, especially for sensitive medicines or those that may have excess demand in market.

II. PRICING, AVAILABILITY AND ORDER PROCESSING

All prices are listed in Bangladeshi Taka (BDT) and are inclusive of GST and are listed on the Service by the Seller that is selling the product or service. Items in your Cart will always reflect the most recent price displayed on the item’s product detail page. Please note that this price may differ from the price shown for the item when you first placed it in your cart. Placing an item in your cart does not reserve the price shown at that time. It is also possible that an item’s price may decrease between the time you place it in your basket and the time you purchase it.

We do not offer price matching for any items sold by any Seller on our Service or other similar services.

We are determined to provide the most accurate pricing information on the Service to our users; however, errors may still occur, such as cases when the price of an item is not displayed correctly on the Service. As such, we reserve the right to refuse or cancel any order. In the event that an item is mispriced, we may, at our own discretion, either contact you for instructions or cancel your order and notify you of such cancellation. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your prepayment processed. If such a cancellation occurs on your prepaid order, our policies for refund (see section D.III below) will apply.

We may list availability information for products listed on the Service, including on each product information page. Beyond what we may say on that page or otherwise on the Service, we cannot be more specific about availability. In case some products in your order is unavailable, the Seller’s sales representative or delivery personnel are responsible for informing you by e-mail or SMS.

Please note that delivery estimates are just estimates and are provided to us by the Sales Representatives of the Sellers. They are not guaranteed delivery dates and should not be relied upon as such. If you want to verify the delivery date, kindly contact the Seller’s sales representative.

Please note that there are cases when an order cannot be processed for various reasons. The Service reserves the right to refuse or cancel any order for any reason at any given time. You may be asked to provide additional verifications or information, including but not limited to phone number and address, before we accept the order.

In order to avoid any fraud with digital payments, we reserve the right to obtain validation of your payment details before providing you with the product and to verify the personal information you shared with us. This verification can take the shape of an identity, place of business, or banking/mobile money account information check. Failing such a verification will automatically cause the cancellation of the order. We reserve the right to proceed to direct cancellation of an order for which we suspect a risk of fraudulent use of payment instruments or other reasons without prior notice or any subsequent legal liability.

III. REFUND

In case you prepay for your order and that order is cancelled by the Seller or by the Service due to any reason mentioned above, you shall be refunded the full amount minus any transfer or transaction fees charged by the relevant financial service provider handling the transfer.

IV. TAXES

You shall be responsible for payment of all fees/costs/charges associated with the purchase of products and medicines from the Service and you agree to bear any and all applicable taxes as per prevailing law.

E. CONTINUED AVAILABILITY OF THE SERVICE

We will do our utmost to ensure that access to the Service is consistently available and is uninterrupted and error-free. However, due to the nature of the Internet and the nature of the Service, this cannot be guaranteed. Additionally, your access to the Service may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction.

F. RESTRICTIONS TO LICENSE AND UNAUTHORIZED USE

Your license grants you the right to sell or resale products obtained through this Service to your customers and/or patients as a retail Pharmacy. However, the following activities are strictly prohibited under this license and will be deemed a violation of the User Agreement:

Reproduction, duplication, modification, copying, reverse engineering, selling, reselling, distribution or otherwise exploitation of this Service or any portion of it (including but not limited to any copyrighted material, trademarks, or other proprietary information) for any purpose other than that mentioned explicitly in this agreement without our written consent.

Collection and use of any product listings, descriptions, or prices; any derivative use of this Service or its contents; any downloading or copying of account information for the benefit of another seller; or any use of data mining, robots, or similar data gathering and extraction tools.

Use of trademark, logo, or other proprietary information (including images, text, page layout, or form).

Use of meta tags or any other text utilizing our name or trademark.

Impersonation of or misrepresentation of your affiliation with any Pharmacist or Pharmacy.

Providing false or misleading information in your profile and elsewhere that might lead to losses or inconvenience of Sellers on the platform.

Non-compliance with the Terms of Service described herein or any other guidelines and policies related to the use of the Service as available on the Service at all times.

Use the Service for illegal or fraudulent purposes, or in connection with a criminal offense or other unlawful activity

Use the Service in ways that may interrupt, damage or impair it in any way, or harm or potentially harm the Service, its employees, officers, representatives, stakeholders or any other party directly or indirectly.

Any unauthorized use including but not limited to those mentioned above will, with no prior notice, will constitute a breach of this User Agreement and lead to termination of your license and cancellation of your account, services, reviews, orders or any existing incomplete transaction with us, and in severe cases may also result in legal action.

You also acknowledge that if we take no action in any particular instance of unauthorized use or breach, we are still entitled to use our rights and remedies in any other situation where you breach these conditions.

G. YOUR SUBMISSION(S)

Anything that you submit to the Service and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions (collectively, “Submissions”) will become our sole and exclusive property and shall not be returned to you. In addition to the rights applicable to any Submission, when you post comments or reviews to the Service, you also grant us the right to use the name that you submit, in connection with such review, comment, or other content. You shall not use a false e-mail address or phone number, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, remove or edit any Submissions without any notice or legal course applicable to us in this regard.

H. IN-APP PROMOTIONS, NOTIFICATIONS AND ADVERTISEMENTS

The jeeonConnect app includes in-app promotions, notifications, and may also contain paid advertisements by third parties. By using the app, you expressly provide permission to Jeeon to deliver such information and promotions to you on a regular basis.

I. TRADEMARKS AND COPYRIGHTS

Jeeon, jeeonConnect, Jeeon Logo and colors indicated on our Service are registered trademarks in Bangladesh and protected by law. They may not be used in any way by you under these Terms of Service. All other trademarks that appear on this Service are the property of their respective owners (including Sellers), who may or may not be affiliated with, connected to, or sponsored by us.

All intellectual property rights, whether registered or unregistered, in the Service, information content on the Service and all the app design, including, but not limited to text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software shall remain our property. The entire contents of the Service also are protected by copyright as a collective work under Bangladeshi copyright laws and international conventions. All rights are reserved.

J. DISCLAIMER

You acknowledge and undertake that you are accessing the services on the Service and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the Service. We shall neither be liable nor responsible for any actions or inactions of Sellers nor any breach of conditions, representations or warranties by the Sellers and hereby expressly disclaim and any all responsibility and liability in that regard. We shall not mediate or resolve any dispute or disagreement between you and Sellers.

Information provided on this Service is solely for informational purposes. Product representations including price, available stock, features, add-ons and any other details as expressed on this Service are the responsibility of the Sellers displaying them and is not guaranteed as completely accurate by us.

While we take all reasonable precautions to prevent listing of unapproved/unsafe products and medicines, work only with top ranked Sellers, and attempt to stay up-to-date on government advisories and guidelines, it is ultimately the responsibility of the Sellers to ensure the safety and accuracy of the products and related information, as per bipartite agreements we sign with each Seller. Therefore, we expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted or the content (including product or pricing information and/or specifications) on the Service.

This Service, including all product and product information, software, and related graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support or endorse the sale or purchase of any products on the Service.

Because products are delivered directly from the Seller to you, any and all titles, rights and liabilities regarding the product and medicines transfers directly from the Seller to you upon you receiving the product, and never passes through Jeeon. Therefore, at no time shall any right, title or interest in the products sold through or displayed on the Service vest with us nor shall Jeeon have any obligations or liabilities in respect of any transactions on the Service.

If you have any questions about confirmation of order or estimated delivery timeline, kindly contact the sales representative of the relevant Seller directly. We are not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of products which are out of stock, unavailable or back ordered.

We shall neither be liable or responsible for any actions or inactions of any other service provider as listed on our Service which includes but is not limited to payment providers, credit and instalment offerings, 3rd party logistics or distribution services, warranty services amongst others.

K. INDEMNITY

You shall thereby indemnify and hold harmless Jeeon Bangladesh Ltd. as a subsidiary of Jeeon LLC (Delaware, USA), its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney’s fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms of Service or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.

You hereby expressly release Jeeon and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the Sellers or other service providers and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.

We will also not be responsible for any business losses (including but not limited to loss of profits, revenue, contracts, anticipated savings, data, goodwill, or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both you and us when you commenced using the Service.

L. COMMUNICATIONS

When you visit the Service, send e-mails to us, or call our Call Center, you are communicating with us electronically. We may communicate with you by e-mail, SMS, phone call or by posting notices on the Service or by any other mode of communication we choose to employ.

As per this User Agreement, you consent to receive communications (including transactional, promotional and/or commercial messages), from us with respect to your use of the Service (and/or placement of your order) and agree to treat all modes of communication with the same importance.

M. AMENDMENTS TO CONDITIONS OR ALTERATIONS OF SERVICE AND RELATED PROMISE

We reserve the right to make changes to the Service, its policies, these Terms of Service and any other publicly displayed condition or service promise at any time. You will be subject to the policies and Terms of Service in force at the time you used the Service unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

N. EVENTS BEYOND OUR CONTROL

We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.

O. TERMINATION

We may, without prior notice to you, immediately terminate the Terms of Service or revoke any or all of your rights granted under the Terms of Service. Upon any termination of this Agreement, you shall immediately cease all access to and use of the Service and we shall, in addition to any other legal or equitable remedies, immediately revoke your login credentials and deny your access to and use of this Service in whole or in part.

Any termination of this agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination. You furthermore agree that the Service shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices in operating the Service, your sole and exclusive remedy is to discontinue using the Service.

P. GOVERNING LAW AND JURISDICTION

These Terms of Service are governed by and construed in accordance with the laws of The People’s Republic of Bangladesh. You agree, as we do, to submit to the exclusive jurisdiction of the courts in Dhaka.

Q. FEEDBACK AND QUESTIONS

If you have any feedback or questions regarding the Service, these Terms or any of our policies, kindly email us at contact@jeeon.co